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Item 9A. Controls and Procedures

2022-08-16 compared with 2021-08-17 · 32 added, 27 removed, 119 unchanged (33% of the section changed)

5 unchanged sentences

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

The design of any system of controls is based in part on certain assumptions about the likelihood of

future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

3 unchanged sentences

The effectiveness of our internal control over financial reporting as of July 1, 2022 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in its report.

The audited consolidated financial statements of the Company include the results of the acquired POC business on and after December 30, 2020, and the acquired Pentek business on and after May 27, 2021, as described in Note C to the Consolidated Financial Statements.

Upon consideration of the scope of fiscal 2021, the POC and Pentek acquisitions, and the time constraints under which our management’s assessment would have to be made, management determined that it would not conduct an assessment of POC's and Pentek's internal controls over financial reporting environment as allowable under Section 404 of the Sarbanes-Oxley Act of 2002.

The audited consolidated financial statements of the Company include the results of the acquired Avalex business on and after November 5, 2021 and the acquired Atlanta Micro business on and after November 29, 2021, as described in Note C to the Consolidated Financial Statements.

Upon consideration of the scope of fiscal 2022 and the time constraints under which our management’s assessment would have to be made, management determined that it would not conduct an assessment of their internal controls over financial reporting environment as allowable under Section 404 of the Sarbanes-Oxley Act of 2002.

Accordingly, these operations have been excluded from the management’s assessment of internal controls for fiscal year 2022.

However, management is in the process of integrating these entities into the overall internal control over financial reporting environment for fiscal year 2022.

However, management is in the process of either integrating or assessing the creation of separate control environments for these currently non-integrated entities into the overall internal control over financial reporting environment for fiscal year 2023.

The Company’s consolidated financial statements reflect revenues and total assets from the acquired businesses of approximately 3 percent and 12 percent (of which 10 percent represented goodwill and intangible assets included within the scope of the Company’s assessment), respectively, as of and for the year ended July 1, 2022.

1 unchanged sentence

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fourth quarter of fiscal 2022 identified in connection with our Chief Executive Officer’s and Chief Financial Officer’s evaluation that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management is in the process of integrating the POC and Pentek business into our overall internal control over financial reporting environment.

Management is in the process of integrating the Avalex and Atlanta Micro businesses into our overall internal control over financial reporting environment.

OTHER INFORMATION

9 unchanged sentences

PRINCIPAL ACCOUNTANT FEES AND SERVICES

Our independent registered public accounting firm is KPMG LLP , Boston, MA , Auditor Firm ID:

The information required by this item is incorporated herein by reference to our Proxy Statement for the Shareholders Meeting.

3 unchanged sentences

Financial statements:

Report of Independent Registered Public Accounting Firm

Report of Independent Registered Public Accounting Firm (PCAOB ID 185 )

Consolidated Balance Sheets as of July 1, 2022 and July 2, 2021

Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended July 2, 2021, July 3, 2020, and June 30, 2019

Consolidated Statements of Shareholders’ Equity for the fiscal years ended July 2, 2021, July 3, 2020, and June 30, 2019

Consolidated Statements of Cash Flows for the years ended July 2, 2021, July 3, 2020, and June 30, 2019

Consolidated Statements of Operations and Comprehensive Income for the fiscal years ended July 1, 2022, July 2, 2021 and July 3, 2020

Consolidated Statements of Shareholders’ Equity for the fiscal years ended July 1, 2022, July 2, 2021 and July 3, 2020

Consolidated Statements of Cash Flows for the years ended July 1, 2022, July 2, 2021 and July 3, 2020

Notes to Consolidated Financial Statements

3 unchanged sentences

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

FOR FISCAL YEARS ENDED JULY 2, 2021, JULY 3, 2020, and JUNE 30, 2019

FOR FISCAL YEARS ENDED JULY 1, 2022, JULY 2, 2021 and July 3, 2020

(In thousands)

24 unchanged sentences

MCCARTHY Vice President, Chief Accounting Officer (principal accounting officer) August 16, 2022

/S/ VINCENT VITTO Chairman of the Board of Directors August 17, 2021

Vincent Vitto

/S/ WILLIAM K.

O’BRIEN Chairman of the Board of Directors August 16, 2022

/S/ WILLIAM L.

BALLHAUS Director August 16, 2022

BASS Director August 16, 2022

4 unchanged sentences

DISBROW Director August 16, 2022

/S/ HOWARD L.

LANCE Director August 16, 2022

/S/ MARY LOUISE KRAKAUER Director August 16, 2022

1 unchanged sentence

NEARHOS Director August 16, 2022

/S/ WILLIAM K.

O’BRIEN Director August 17, 2021

/S/ DEBORA A.

PLUNKETT Director August 16, 2022

EXHIBIT INDEX

5 unchanged sentences

Articles of Amendment (incorporated herein by reference to Exhibit 3.1 of the Company's current report on Form 8-K filed on June 30, 2015)

Articles of Amendment (incorporated herein by reference to Exhibit 3.1 of the Company’s current report on Form 8-K filed on December 29, 2021)

Bylaws, amended and restated, effective as of July 28, 2020 (incorporated herein by reference to Exhibit 3.1 of the Company’s current report on Form 8-K filed on July 31, 2020

1 unchanged sentence

Description of Registrant's Securities (incorporated herein by reference to Exhibit 4.2 of the Company’s annual report on Form 10-K for the fiscal year ended July 3, 2020)

1997 Employee Stock Purchase Plan, as amended and restated (incorporated herein by reference to Appendix B to the Company’s definitive proxy statement filed on September 3, 2020)

Rights Agreement, dated as of December 27, 2021, between the Company and Computershare Trust Company, N.A.

(incorporated herein by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed on December 29, 2021)

First Amendment to Rights Agreement, dated June 23, 2022, between the Company and Computershare Trust Company, N.A.

(incorporated herein by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed on June 24, 2022)

1997 Employee Stock Purchase Plan, as amended and restated

Form of Indemnification Agreement between the Company and each of its current directors (incorporated herein by reference to Exhibit 10.4 of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2009)

2005 Stock Incentive Plan, as amended and restated (incorporated herein by reference to Appendix A to the Company’s definitive proxy statement filed on September 20, 2016)

Form of Restricted Stock Award Agreement under the 2005 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.8.2 of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2011)

Form of Deferred Stock Award Agreement under the 2005 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.8.3 of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2011)

Form of Amended and Restated Performance-Based Restricted Stock Award Agreement under the 2005 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2014)

2018 Stock Incentive Plan, as amended and restated

2018 Stock Incentive Plan, as amended and restated (incorporated herein by reference to Exhibit 10.5 of the Company’s annual report on Form 10-K for the fiscal year ended July 2, 2021)

Form of Stock Option Agreement under the 2018 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2019)

2 unchanged sentences

Form of Performance-Based Stock Option Agreement under the 2018 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2019)

DESCRIPTION OF EXHIBIT

Form of Performance-Based Restricted Stock Award Agreement under the 2018 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.5 of the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2019)

Form of Change in Control Severance Agreement between the Company and Mark Aslett (incorporated herein by reference to Exhibit 10.9.1 of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2011)

Form of Change in Control Severance Agreement between the Company and Non-CEO Executives (incorporated herein by reference to Exhibit 10.9.2 of the Company’s annual report on Form 10-K for the fiscal year ended June 30, 2011)

DESCRIPTION OF EXHIBIT

Compensation Policy for Non-Employee Directors

3 unchanged sentences

Third Amendment to Employment Agreement, dated as of August 13, 2019, by and between the Company and Mark Aslett (incorporated herein by reference to Exhibit 10.9.4 of the Company's annual report on Form 10-K for the fiscal year ended July 30, 2019)

Agreement, dated July 12, 2016, by and between the Company and Christopher C.

Cambria (incorporated herein by reference to Exhibit 10.9 of the Company's annual report on Form 10-K for the fiscal year ended June 30, 2018)

Credit Agreement, dated May 2, 2016, among the Company, the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of the Company's current report on Form 8-K filed on May 2, 2016)

3 unchanged sentences

3 to Credit Agreement, dated September 28, 2018, among the Company, the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on October 1, 2018)

Letter Agreement, dated August 7, 2014, as amended to date, between Michael D.

Ruppert and the Company (incorporated herein by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on February 6, 2018)

Amendment No.

4 to Credit Agreement, dated February 28, 2022, among the Company, the Guarantors party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent (incorporated herein by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on February 28, 2022)

Form of Severance Benefits Agreement between the Company and Non-CEO Executives (incorporated herein by reference to Exhibit 10.14 of the Company's annual report on Form 10-K for the fiscal year ended June 30, 2019)

Cooperation Agreement, dated June 23, 2022, by and between the Company and JANA Partners LLC (incorporated herein by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed on June 24, 2022)

Agreement, dated June 23, 2022, by and between the Company and Starboard Value LP and the other entities and persons listed on the signature pages thereto (incorporated herein by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed on June 24, 2022)

Subsidiaries of the Company

18 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures